


Valerie Used Draining Kiss!

by SexTheHex



Category: Pocket Monsters | Pokemon (Main Video Game Series), Pocket Monsters | Pokemon - All Media Types
Genre: Aged-Up Character(s), Asset Theft, Brain Drain - Freeform, Breast Growth, Cock Stealing, F/M, Feminization, Futanari, Large Cock, Masculinity Draining, Multi, Oral Sex, Other, Rimming, cock growth, male breasts, sissification, sissy
Language: English
Status: Completed
Published: 2018-04-09
Updated: 2018-04-09
Packaged: 2019-04-20 12:26:23
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 1
Words: 6,191
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/14260938
Author URL: https://archiveofourown.org/users/SexTheHex/pseuds/SexTheHex
Summary: Calem’s successfully conquered the Laverre City gym! On top of earning the fairy badge, the gym leader Valerie wants to give him a little something special. She’s eager to show him and others a wonderful little technique she just learned…





	Valerie Used Draining Kiss!

**Author's Note:**

> Originally posted on sexthehex.tumblr.com on 10/16/17.

Calem looked on in intense concentration as the final blow of the Gym battle neared. Doublade’s Iron Head crashed into Sylveon’s gut, sending the pink Pokemon flying out of the arena. He’d done it! He’d won! His quest to conquer all the gyms of Kalos was nearly complete!

The gym leader Valerie stepped forth to congratulate the boy, returning her knocked out Sylveon to its Pokeball. She looked happy to see a new trainer rise to the challenge and best her. It would have been endearing if the rest of Valerie wasn’t so unnerving. Those huge bug-like eyes of her were intimidating, even if they were just contacts. Not to mention the strange wing-like appendages on her outfit, her arms only withdrawing when she actually needed to grip anything.

The woman’s arms broke free of her outfit, clutching a few pieces of memorabilia to give the boy. She handed the objects to Calem, allowing him to freely inspect what he’d earned. The Fairy badge, a TM containing Dazzling Gleam, and…

And a handwritten note!

 

_Dear Challenger,_

_Your display of strength today has been outstanding. You’re not only an ace on the battlefield, but quite the attractive man too. This is an invitation to share a night with yours truly to test if your skills in on a battlefield are as apt as your skills in bed. Meet me behind the Laverre City gym tomorrow at 10pm. Don’t keep my loins waiting._

_Love,_  
_Valerie_

 

Calem was red in the face as he finally turned away from the note. He looked at Valerie in complete disbelief of what he’d just read. The woman simply let out a giggle.

“You’re far too cute~” She sighed. “I think having you around is going to be wonderful. Don’t keep me waiting tomorrow night, okay?”

Calem slowly nodded his head up and down, forehead dripping in sweat.

“Wonderful!” Valerie cheered.

The pixie woman leaned forward to smooch the boy on the cheek to seal the deal for good. Raging male hormones would hardly let Calem let an opportunity to get laid slip through his grasp. He’d just have to tell his friends he’d be pulling away from the group again for a while..

—-

Nightfall wrapped the autumn landscape of Laverre in a soothing calm as Calem trotted towards his midnight treat. Would he be up to par for Valerie’s enjoyment? Truth be told, he’d never been with someone before. Sure, he and Serena and Shauna were hard to separate, but they were purely friends. Calem was growing self conscious. His technique was sure to suffer thanks to his lack of experience and he didn’t have the size to compensate. 5 inches was good for a cock, right? Weren’t girls supposed to find big dicks nasty and hard to take? Calem hoped it was true. It’d be hard to recuperate from being laughed at by the gym leader.

Calem’s fears escalated as he rounded the corner to get behind the city’s gym. He wasn’t alone! It seems a few other trainers had peaked Valerie’s interest. Gosh, he was just one item on the menu! And the other two looked fairly respectable.

The first was a scruffy looking blonde haired trainer in a black hoodie. His arms were crossed as his body leaned on the wall. He looked like a no nonsense sort of trainer, though he didn’t look much like the punk guys around Kalos. Must be a foreigner. Was this suppose to be cool in other countries? To Calem, this guy’s mannerisms just came off as juvenile angst more so than anything cool, even though he looked to be in his late teens.

Calem greeted him, trying to break the ice. “Hi! Nice to meet you! You’re…”

“Gladion” he replied. Instead of continuing the conversation and asking what Calem’s name was, he simply went back to ignoring the boy.

Calem gave a second attempt to spark conversation. “So you’re uh… You’re here to…”

“Fuck Valerie?” Gladion interrupted. “Yup. Beat her in the gym and she said she wanted to beat me some other way. Surprised she wanted you too. Kalos girls must have pretty low standards.”

Calem’s cheery greeting sunk into a reclusive frown. Rude! He was about to tell the stranger off for his poor manners when a third attendee arrived, diverting his attention.

This trainer looked a lot like the farm hands outside of Courmarine City. The stranger was dressed in a red apron with a matching bandana, blue jeans, sleeves rolled up… this looked far more like an attire for work than play. He seemed extremely casual, even as he waited on what was likely an opportunity to get laid.

“Howdy! The name’s Isaac.” the boy remarked, grabbing Calem’s hand for a shake. “I’m a Pokemon breeder. Came here from another region hearing that the trainers in Kalos were tough. Valerie was a real difficult fight! I got to talking to her a little, explained my profession and she… ehehe~”

Isaac continued with tinted cheeks “She asked if she was up to teach her about human breeding sometime. Can’t believe such a beauty like her gets so freaky!”

“I mean, she dresses up like a butterfly and says she wants to be a Pokemon.” Gladion retorted. “She’s obviously pretty fucked up in the head. Just keep quiet and we’ll get to benefit from it.”

“Yeah, gotta hope she’s as fucked up in bed as she is in the head! Right guys?” Calem joked.

Neither of the other attendees gave the remark any acknowledgement. Calem felt like he was happier worrying about his penis size.

After a prolonged awkward silence, the backdoor of the gym finally thrust open. Valerie greeted the boys, dressed in the same strange attire she pranced about through most of the day.

“Good to see you all made it!” Valerie cheered. “Sorry to hide that there’d be company from you all. I’m just a girl with a big appetite, is all.”

Valerie gave a sultry smile towards the group, reaffirming to them that yes, this was a dream come true. They were mere moments away from a night with a nymphomaniac gym leader. All three of the attendees soon sported faces beaming in happiness and pants tightening in neediness. The group shuffled in with a wave of Valerie’s hand beckoning them up to her room.

A short trek up the doll house-esc gym and the trainers were there. A luxurious lavender bed laced with golden colored bed ends stood on a checkerboard floor. Warp panels were in each corner, though they were disabled. The boys had all walked through this room before as it was part of a gym puzzle they’d all had to have solved to fight Valerie in the first place. That said, it was a bit surprising to see the leader offer her personal quarters as a public area…

Once Calem, Gladion, and Isaac were in the room, Valerie grew increasingly frisky. She slammed the door behind them and looked at the group in giddy anticipation.

“Now, start stripping! Biggest cock gets to ride first.” She announced.

The male trainers nervously glanced at one another. Even with Valerie in front of them, getting naked in front of another guy was pretty awkward! Jacket, hoodie, apron, shirts, pants, shoes… all tossed aside! The boys only kept their underwear on out of some last attempt at decency.

To the Fairy-type gym leader, it was all too cute. They were too embarrassed to show themselves publically! Fine, fine. It looks like Valerie would have to open some mystery bags.

Valerie, still fully adorn in her ridiculous outfit, fell to her knees and waddled forward towards the boys for a thorough cock inspection. Even though she was on eye level with the boy’s junk, it was tough to say that Valerie was really in the submissive position. All three were nervous, but she was calm and collected.

First, she darted to inspect the confines of Isaac’s boxers… though not before smashing her face against the boy’s underwear to savor the experience. She took to sniffing, snorting, and rubbing her cheek against the dick bulge. To Isaac, the foreplay blew most of his masturbation sessions out of the water. Like a snake charmer, Valerie’s attentive care was able to turn an already prominent bulge to an impressive tent!

Finally her fingers actually dove in to size up the cock and see it with her very own eyes. Valerie couldn’t help but gasp at the succulent member’s girth!

“Goodness!” She celebrated “It’s so big! And so, so fat! Is this… 8? 9 inches? Gosh, it’s way bigger than most of the boys from around here! Where are you from again? I need to find a few more boys with big toys after our little session tonight!”

“Eheh… Hoenn Ma’am” Isaac replied, face beaming with pride. “I’m glad you like it so much!”

“Oh it’s wonderful! I can hardly resist just shoving it in my slutty face right now and…” Valerie took pause as her head slowly leaned closer and closer towards Isaac’s huge cock, mouth lips parted and hungry…

“But, ah! It wouldn’t be fair to give the other boys an opportunity to wow me first!” Valerie exclaimed, breaking out of her little cock-crazy trance. “I’ll get to slurping down that huge dick soon, okay~?”

Isaac could only give a forced smile as he was blueballed out of the oral sex of his life. His only solace was the gentle reassurance this would all be just a little longer…

Valerie next slid up to Calem, yet against thrusting her nose against his spotless white boxers. However, this time her reckless underwear huffing cut itself a little short. She hardly gave Calem any of the greedy worship Isaac received! Just a few seconds after planting her face against his crotch, her hands were diving in his undies to size up his cock.

“Ehee~” Valerie cooed as Calem’s dick was exposed for all to see. 5 inches of semi-hard cockflesh hanging inches away from Valerie’s mouth. Valerie didn’t have the same crazy lust in her eyes. She looked more as if she were staring at a cute baby animal than a cock ready to fuck her.

“Do you… do you like it?” Calem asked, attempting to end this awkward confrontation.

“It’s good!” replied Valerie “You’ve got… got a real nice cock, Caleb.”

“It’s Calem” the boy corrected.

“Sure thing, honey” Valerie remarked as she motioned over to Gladion.

Valerie was tempted to skip over Gladion entirely and get straight to plunging Isaac’s dick down her needy throat. How on earth could anything match that farm grown might of a cock? It took a huge volume of discipline to even give the final participant a chance to wow Valerie. Perhaps a simple glance over would be enough before moving to the main event…

But oh how thankful she was that she gave Gladion his fair chance. Once her head was pressed against those underwear, her excitement escalated higher than ever before! She could sense something truly special was convinced in those tight boxers. The grower to end all growers! She kissed and teased the cock behind that thin fabric until a truly titanic tent was on display! Vibrant and throbbing, glans glistening… It was almost an entire foot in length and thick enough it might struggle to fit in her lips! Valerie couldn’t help but gasp as Gladion’s enormous dick hung inches away from her slutty face!

“Oh my god, it’s huuuuge! Holy shit, it’s so fucking delicious! How did you… what on earth did you do to get a cock this lovely!? Is your father a horse?” Valerie clamoured.

“My mother didn’t show much hesitation towards arguably immoral science. For her it was more fun to just see if her lab could do something.” explained Gladion. “So, when it came to seeing if she could stick as huge a dick as possible on her son…”

“I’ve got to thank her sometime! It looks so fucking goooood~! It’s a masterpiece, a work of art I feel honored to choke on all night!” Valerie celebrated. “I can’t… I can’t go on babbling much longer. I need it now!”

With that, Valerie gave in to her desires and dedicated her throat to be a cock sleeve for Gladion’s inhuman dick. She attempted to squeeze the fat amassment of cockflesh into her hungry maw as best she could. It fit. Barely. Her lips parted into as big a gaping mouth she could muster, stretching the muscles in her face to uncomfortable levels. It felt as if she was pumping a water bottle in and out of her face. Not that she cared. The fire in her loins outright forbid her from doing anything else but draining this cock dry. Fuck what the rest of her body wanted, her libido needed this cock. It needed to suck, to lick, to swallow…

And to steal!

Suddenly Valerie’s eyes gleamed an insidious magenta. She took Gladion’s cunt-breaking dick out of her mouth, taking a bit of extra time to savor the glans submerged within her jaw. Once everything was out, Valerie contorted her lips in a strange way. It was a technique that channeled some sort of magical power into her lips, flashing her clean peach-colored lips into a glowing hot pink. By now, all three of the attendees had noticed something strange was going on, but none of them had the courage to ask what was going on and ruin a possible opportunity for a blowjob all their own.  
Valerie’s strange lips touched Gladion’s cock yet again. This time, instead of greedily shoving the phallus in her mouth, she lightly tapped the end of it with her dick. Valerie pressed her head forward, as if she were trying to compress Gladion’s cock between her mouth and his crotch, though not to the point of pain. She held this position for some time, waiting for Gladion to angle his head down and see the show for himself. Once his gaze was tilted towards Valerie, his fate was sealed…

Valerie began sucking. Not a fellating his cock sort of sucking, but just flat out sucking on his crown, hardly stirring any sort of stimulation. Gladion was bewildered. What… what was going on here? Was she trying to draw out the teasing in their foreplay?

Then it hit him. Something just shattered inside of him. Not like a bone or an organ or anything physical, but just some aspect of him felt as if it broke into a million pieces. Some sort of sturdy foundation within him just burst into a dozens of fragment. He could feel it break and liquify, steadily draining out of him. It felt so hard to explain the feeling, but he could feel his body contort and change in a strange way the more he felt pour out of him. He was transforming into something as that energy drained out of him, sucked out by Valerie’s mouth!

His vision darted back to Valerie’s face, his mind finally putting the obvious together that Valerie was behind all of this. The sight that greeted him made him want to squeal in horror. Before his very eyes, Valerie was sucking his dick away! The titanic woman pleaser he’d known for so long was shrinking before his very eyes! 10, 9, 8, 7, 6,5… in seconds it was reduced to a mediocre manhood and still she kept going! At this point, Gladion couldn’t help but yell in horror. Valerie’s merciless cock shrinking only intensified with the noise, especially once she heard his deep male voice sap away into a light toned feminine squeal.

Valerie was sucking away Gladion’s masculinity. With her strange magic, she was able to suck out everything male about him! The boy’s hands shot to pry the women’s face off of his rapidly smaller and smaller dick in some last ditch effort to stop this madness. Her skull didn’t move an inch. A second attempt to move her off collapsed as his energy started to wither. He suddenly felt like a juicebox drained dry. Muscle tone vanished. His features softened. His shoulders narrowed. The only area of his body that seemed to gain any mass was a growing, jiggling, girly butt.

After two minutes straight of voracious sucking, Valerie finally withdrew her face from the boy’s groin. Gladion’s once titanic cock was left a little pinkie. His average frame was now that of a girly, twink ready to please. Valerie ended the session with a final flick of that sub two inch dick. She burst into giggles as the boy finally blew his load from such miniscule stimulation, a few wimpy streaks of white leaking from his pathetic cock.

Gladion fell to the ground, struggling to regain his composure after being outright sissified. The other men were stunned speechless. Before either could let out those screams of panic bubbling over in their lungs, Valerie took to some new action. Her hands reached for the hemline of her dress, aiming to pull down her black tights. Was she going to diddle herself to this ridiculous scene?

They were half right. When Valerie finally pulled her tights down to expose her crotch, a pussy didn’t greet them. Valerie sported a cock all her own. A modest member about the size of Calems, one that was hard and throbbing and…

Wait a minute… it… it was growing! Right before their eyes, that pecker started to swell and expand larger and larger! Swirling pink not unlike the color that had donned her accursed lips wrapped around Valerie’s cock and imbued it with some boundless energy! The gym leader was sent gasping and groaning as her dick turned into a glistening, delicious cock all her own! 10 inches… 11… 12 whole inches of cock!

“What… what did you do to him!? Why do you have a cock!?” Calem shouted.

Valerie took a moment to acknowledge the boy’s question. Instead she focused more on pumping that newly engorged shaft of hers. The ultra sensitive dick was dewing pre cum in no time at all, her fat nuts already taut with seed. It took a glance up to find the two other boys staring in disbelief for her to even remember she had two other people here.

“Ah, yes! I used Draining Kiss on him.” Valerie cheered. “I’ve always wanted to be a Pokemon, you know. It seems so unique and interesting! I had my Pokemon teach me how to use Pokemon moves myself. Draining Kiss is a wonderful move once a Human’s taught to use it. You can drain away someone’s masculinity and power so effortlessly!”

Valerie’s attention turned back to the throbbing erection between her thighs. “As for the cock… I’ve done this all to a few trainers before! The first time I did it, my clit sort of morphed into this. After I drain a guy, it’ll stay enormous like this for a few days. After a while, the masculinity I suck out is just jizzed awayed into nothingness~”

Valerie’s calm demeanor suddenly shattered into something more manic. “I always need more! Do you have any idea how good it feels to have a cock this big? Do you know how amazing it feels to have a pussy all your life only to have a fat gooey cum shot addict you to male masturbation?”

Valerie took to openly masturbating her cock as she continued “Do you know how good it tastes? Not cum, though having that churn in your nuts and spray all of your mouth is lovely in its own right with balls this big. I’m talking about masculinity. There’s nothing on earth like taking in such a rich, powerful energy into you body… Ooooh it tastes so good! I don’t know of anything quite as satisfying as robbing someone of every little drop of their manliness and leaving them a timid, effeminate wimp!”

“You’re crazy!” Isaac barked in disbelief.

“No, I’m hungry, dearie!” Valerie corrected. “And you’re both next on the menu! Don’t bother running, okay? I can assure you both it’s futile~”.

At this point, Gladion was starting to calm down both from the shock of having his cock effectively stolen as well as the violent orgasm Valerie was able to send through him just from flicking his cock. Valerie took notice immediately.

“How are you doing, sweetie?” She asked.

“I’m fine, ma’am… wha-huh!?” Gladion was shocked at what he was saying. Ma’am? Why was he showing any manors to someone who’d robbed him of his cock!?

“Good girl!” Valerie responded, ignoring the former boy turned borderline girl’s confusion. “There’s a comfy pink furisode for you just down the hall. Go put yours on and bring your friends theirs.”

With his masculinity sucked dry, Gladion could hardly deny any request he heard. He felt terribly embarrassed in front of Valerie with his wimpy frame and his peashooter pecker. He was a failure of a man, flat out. A disappointment to women everywhere. He couldn’t ever hope of satisfying them sexually; satisfying whatever other needs they had was the only other option. He was a wriggling worm of a servant now. And he couldn’t help but feel a little masochistic tingle in his pathetic crotch just at the slightest acknowledgement from a girl.

“Yes ma’am!” The dainty, bubble butt boy replied. Gladion began trotting out of the room in a cat walk, letting his plush cheeks flail for his new owner’s amusement. Most any worry about his old penile length had been drained from his head. Now Gladion simply hoped he looked cute in that furisode outfit.

Calem and Isaac were beyond horrified at the sight of Gladion’s new obedience. That would be them soon. It was time to act.

Isaac was first to take action with his bewildered gaze turning to a frantic attempt at escape. It was a valiant attempt at escape, for sure. One that would have easily allowed escape had he been running from any normal person. However, Valerie had the energy of an entire person’s strength and male might coursing through her veins. She was a fucking superhuman. Valerie reacted within mere milliseconds of Isaac’s first movements to block his escape. She grabbed at the boy’s ankle and let his desperate sprint turn to a harsh fall.

“Awww! So clumsy!” Valerie taunted, gently sliding closer up the boy’s lower half until her face was at a level with his rump. “It’ll just be adorable seeing you get use to life as my little sissy servant from now on~”.

Valerie’s arms took to prying down the young adult’s shorts. Isaac’s hands shot towards his crotch, desperately trying to hide his dick from that supernatural freak of a gym leader.

Cute. Valerie could have effortlessly pried his hands away and drained that male lifeforce with a few forceful suckles of his cock, but why not make this a tad different? Why not follow the boy’s wishes and keep his cock dry? There were other available routes available.

Valerie pulled down the back of Isaac’s underwear and planted those enchanted lips on Isaac’s virgin pucker. The startled trainer let out a hefty helping of protestful yelps at the sensation, but this hardly deterred the Gym Leader. Her tongue sunk into that forbidden region to rim the boy raw. And just as before, her eyes and lips began to sparkle that glowing pink as her sinister magic took over.

Isaac’s assets were squeezed and molded like clay as every bit of his masculinity cascaded out his body ass first. Just like the other newly feminized furisode girls, his anatomy contorted from a masculine frame into a bottom heavy effeminate shape. Gone were his broad working shoulders and his muscular pectorals. A pear shaped body sporting hips wider than his shoulders took hold instead, boasting out of control thighs and a scrumptious rump. Such a playful pile of ass tempted Valerie to smack that delectable bottom as she continued sucking away. A firm spank prompted Isaac to finally react to Valerie’s life leeching, stirring him into a chorus of moans at the overwhelming sensation of being feminized.

His yelps too soon contorted to something unlike his original voice. This time however, the distortion was mostly thanks to a change in his lips taking hold. His once normal peach lips grew to a bright red dick-slobbering cock trap, looking almost as if he had lipstick on. His hint of a southern accent tinged into a valley girl-esc inflection. His new hunger for cock was outright palpable on his new timbre.

Yet the deviations from Gladion’s feminization hardly stopped there. His asshole prepped for his future life as a whimpering bottom bitch. His exit began to grow. The virgin folds of flesh pumped stronger and fuller as Valerie’s tongue relentlessly explored the flesh. The comparatively weak muscles of his anal ring grew refined and strong. The flesh grew plump and padded. His anus morphed into a billowy pink anal cushion. A puffy ring that boasted a comfort far superior to a real pussy. His fat cheeks were now fully equipped to please above all else.

Valerie finally broke away from the former man’s girly bottom, taking in air as if she had surfaced from plunging her head underwater. Pink energy in faintly visible drool-like wisps leaked out of her mouth. Her body rustled and shook as that masculine essence trailed throughout her body looking for some outlet. And yet again it throbbed into her crotch, sending the cock stealing gym leader into a fresh chorus of moans at the sensation of her cock expansion.

The pleasure of a growing cock was something that couldn’t be ignored. Valerie fell onto her back and took to happily jacking her expanding dick. The moans of delight peeping out of her were just a start. Each pump of that throbbing erection seemed to course more blood, more power into her cock. The essence of Gladion and Isaac’s manhood and virile libidos pooling into her balls let forth a bubbling energy that had her shaft growing huge! Pre cum dewing on the end of her shaft, hormones surging through her frame, and her cock just aching for release! Valerie pumped and pumped her dick, expanding the length into an enormous 14 inch pussy-breaking cock!

Her new mega dick just ached for release. It needed a thorough stroke. It needed to be milked of its first load now that it had the masculinity of two men backing it. And so Valerie’s fapping session continued, slow and methodical pace morphing into hurried jerking as she neared closer and closer to orgasm. A gasp escaping Valerie’s throat signalled how close she was. Harder and faster the woman rang her dick, squeezing, rubbing, stroking, pumping…

“Ha-AAAah!” Valerie gasped. That yelp of shock turned to an endless pitter patter of horny mewls as she felt herself pass the point of no return. She sat on her back, letting her stiff cock dangle hands free as she felt orgasm surge. She could feel the weight of that heaping quantity of sticky jizz rising out of her shaft up. With an audible damp splash, Valerie’s ejaculation began! Sticky, watery ropes of white shot from her crotch all over her body in a volume far larger than any normal cumshot. The sensation was far too intense for the girl to handle. In recoil, she simply bit onto her lip, shut her eyes tight, and let the mind bending pleasure of a male orgasm of this magnitude rock her senses.

Calem noticed the other two boys acting… strange. The newly sissified Isaac found himself entranced by the sight, unable to pry his eyes away from that masterpiece of a dick or those tantalizing balls begging to be sucked. Gladion too found himself paralyzed by the captivating sight upon his return to the room carrying three furisodes for the trio to wear. They were spaced out, noses lightly twitching trying to sample something in the air. What was there to take in? The scent of Valerie’s jizz?

The odor smelled horrendous to Calem. Valerie’s semen was that same noxious cum stink Calem had caught a whiff of from jizz-filled post masturbation tissue nearing a bit too close to his bedspread. It was certainly nothing that he wanted to be near in the slightest, no doubt. But the other two present, the two newly transformed cum-loving sissys, seemed entranced by that odor. Their anxiety melted away into nothingness. They turned bubbly and excited, blushing and giggling as they licked their lips. And their tiny little peckers, their new sissy clitties were forming as best a tent in their underwear as they could muster.

Those horny girls could hardly contain themselves. Calem could see it in their eyes; a hunger just begging to fall to the ground and lick at those fresh dark stains Valerie had painted across her chest. Would he be next? Would Valerie still have the energy to suck him dry of his manhood after stroking hers to the most impressive ejaculation he’d ever seen? Surely she’d be satisfied after all that?

“More.” Valerie groaned. “More, MORE! I need MORE!”

Valerie’s eyes locked onto Calem and stared into his very soul, like a predator eyeing its prey. Calem couldn’t move… not that it mattered. That look in Valerie’s gaze clearly conveyed there was no escape. With some unexplainable magic power and two men’s worth of strength, there was no doubt she could easily overpower him. Instead, Calem stayed frozen, paralyzed by fear as Valerie stood back up to dine on one last boy. She stepped forward, giving a lick of her lips. Valerie was ready to savor the taste of someone’s masculinity one last time.

Valerie’s orifice of choice this time was not the cock or the asshole, but Calem’s mouth. Valerie locked lips with the trainer in what was initially a tender kiss. Her body hugged him tight, forcing him into an intimate embrace. Her extravagant cock pressed its flesh against Calem’s underwear clothed bulged. That one bit of contact said everything to poor Calem. He was nothing compared to that raw rod of fuck. There was no excuse to keep up that facade of manliness any longer, Valerie would be draining it away.

Calem could feel it. The moment Valerie’s eyes started glowing with that draining fairy magic, he could feel his manliness being whisked away. He could feel the idle lump in the front of his pants grow smaller and smaller as Valerie’s face vacuumed out his energy. He could feel his manhood vanish with every heavy swallow Valerie made and its mass reallocate into the throbbing, superior manhood slammed against his new pathetic clitty. He could feel his body shift and contort, wiping away any feature ugly and brutish for pretty and pink. He could feel it all. He was being shaped into a proper woman by this fairy succubus of a woman.

The greedy girl just continued gulping the magic down, drunk on her own gluttony. By now she had feminized the poor boy so much, he was nearly identical in frame to his prissy cohorts. In no time it seemed to be over…

Wait, was that it? Was it already over? Valerie was stunned, she had just started! Surely there had to be more!? Even if he looked like a pathetic cocksucker, there had to be more to drain out of him. Valerie’s appetite for male essence could not be quelled. Portion control be damned! Even with every drip of masculinity drained out of Calem, she still felt there was something more left. She took to sucking again. Sucking harder. She was so hungry, she just needed more!

Calem felt an odd tingle. This sort of strange sensation in the back of his mind. It was… funny! It made him all happy and bubbling and giggly! He tried to think about what was going on but… gosh, thinking was hard! Was doing that really important right now? This pretty lady was giving him a big ol’ smooch! He should really focus on that and just enjoy that weird tingly feeling in the very front of his craniu… crani…? His brains! Yeah, weirdy tingly feely in the front of his brains!

With no more masculinity to leech off of Calem, Valerie’s magic was draining away the boy’s intelligence. He’d be not just a horny sissy, but a stupid bimbo whore. His vocabulary was outright liquefying into a near tangible refreshment for Valerie’s gullet. All those stupid critical thinking skills and things he’d never need again being a bimbo nymphomaniac slut was being sucked away into Valerie’s maw.

Though what would a bimbo be without extravagant gropable boobies for all those horny onlookers to squeeze? The insidious magic draining Calem away into a happy, horny, giggly girl seemed to pool some sort of magical energy into Calem’s teats. His old flat chest gradually expanded more and more as Valerie continued to consume. How did leeching off all this brain power lead to such huge titties? Valerie could hardly guess why. Calem could scarcely guess anything ever again. In no time at all, Calem was left with bra-popping, sweater-stretching, shirt-ripping, tits! Whatever bit of his mind wasn’t being sipped down to be part of Valerie’s dick was blooming his new breasts into ample udders.

Oh how drastically the string of Calem’s thoughts had changed in the span of the last few minutes. From “Oh my god, she’s going to drain me, fuck, fuck, fuck!” to “Get that gross dick away from my crotch, you bitch!” to “Her cocks getting bigger and… dwarfing mine…” to “Gosh, that’s an awfully big dick…” to “Wowey, that’s a reaaaaally big cock!”

The moment their impassioned kiss finally shattered, there was hardly a need for words. Calem was a stupid babbling bitch all his own, standing before a very pretty lady with a very, very big dick for him to suck. Calem knew what to do. Valerie had been so nice sucking face with him. Time to suck her cock, his old cock, to pay her back the favor!

Calem was the first to get a direct session with Valerie’s now titanic cock. It was now less a practical way to inseminate a woman and more a fluid drooling idol of perfection to be worshiped by all. It was an absolutely ridiculous phallus now that it was stuffed with three extra male libidos. Over 17 inches in length with a diameter thicker than her arm, taut cauldron-like balls brewing full of potent semen. Calem was drooling before its presence. He could hardly resist digging in.

And to return that lovely kiss Valerie had blessed him with, Calem gave the fairy woman’s titanic cock all that love and attention back. Calem’s look glazed over as he descended into a fit of slutty, indulgent licking, kissing, and stroking. It all just felt… so natural! And it tasted so good too. He really didn’t want to have to do anything else but this ever again, definitely. He just wanted to wrap his tits and his mouth around Ms. Valerie’s shaft aaaaall day!

Those poor first two boys would have to wait their turn to choke on that cock and nurse on those nuts. It wasn’t fair! Calem was the last to get feminized, why did he get first dibs on that girldick? As if being pathetic quick shot clitty dicks wasn’t bad enough, now they had to wait until they could fulfill their purpose as cumdumpsters!

Oh well. The two eventually found a way to distract themselves in the meantime by groping the other’s extravagant backsides in a tight embrace. Obviously neither had a fat enough dick to satisfy the other, so they simply took to dry humping each other’s rears as they impatiently waited for Valerie to be content with Calem’s sucking and tit fucking. It didn’t take long before the noise of their bodies humping was accompanied by the sound of a sticky liquid being smooshed. Premature ejaculation had hit at least one of them. It’d be the norm for all three of these horny sluts from now on.

Valerie thought of how next to utilize these cute boys as Calem worshipped her queenly cock. Making each of these ditzy bimbo boys cock sucking stars seemed like a nice place to start. Oh, but she did worry about them! Surely their new bottomless greed for dick would make them want to attempt to take her whole thing in their mouths. They’d choke to death! Right? Hmm… maybe if she could learn something like Heal Pulse she could keep them conscious while they swallowed her shaft. They’d have to be good girls to earn that! They’d have to be all nice and put on their cute furisode uniforms when she asked. They’d have to treat all the men that came into the gym with the utmost care! Oral or anal at their choice, no doubt. Perhaps after a enough good reviews by gym patrons, she’d reward the sluttiest cunt in the group by destroying their asses personally with her fucking brutal insertion…


End file.
